UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2019

 

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

 

For the transition period from:

 

Commission File Number 000-1539680

 

HAMMER FIBER OPTICS HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

98-1032170

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

15 Corporate Pl South, Piscataway, NJ 08854

(Address of principal executive offices)

 

(844) 413-2600

(Registrant’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [   ] (Not required)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

[   ]

Non-Accelerated Filer

[   ]

Accelerated Filer

[   ]

Smaller Reporting Company

[X]

Emerging Growth Company

[X]

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). .Yes [X] No [   ]

 

As of December 20, 2019, there were 60,503,341 shares of the registrant’s $0.001 par value common stock issued and 57,680,623 shares outstanding.


1


 

 

HAMMER FIBER OPTICS HOLDINGS CORP.

 

TABLE OF CONTENTS

 

 

Page

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

13

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

14

ITEM 4.

CONTROLS AND PROCEDURES

14

 

 

PART II. OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

16

ITEM 1A.

RISK FACTORS

16

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

16

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

16

ITEM 4.

MINE SAFETY DISCLOSURES

16

ITEM 5.

OTHER INFORMATION

16

ITEM 6.

EXHIBITS

17

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Hammer Fiber Optics Holdings Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," "HMMR," or Hammer Fiber Optics Holdings Corp.


2


 

 

Hammer Fiber Optics Holdings Corp

Consolidated Balance Sheet

 

 

 

October 31,

2019

 

July 31,

2019

 

 

Unaudited

 

 

Assets

 

 

 

 

Current Assets

 

 

 

 

Cash and cash equivalents

$

79,571

 

96,605

Accounts receivable

 

745,573

 

634,220

Security Deposits

 

237,012

 

233,241

Prepaid expenses

 

64,003

 

80,362

Total current assets

 

1,126,159

 

1,044,428

 

 

 

 

 

Other Assets

 

 

 

 

Property and equipment, net

 

209,388

 

215,239

Intangible assets

 

3,144,624

 

2,914,624

Assets from Discontinued Operations

 

1,308,082

 

1,308,376

 

 

 

 

 

Total assets

$

5,788,253

$

5,482,667

 

 

 

 

 

Liabilities and Stockholders' Equity (Deficit)

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable and accrued expenses

$

1,419,503

$

1,257,862

Loans payable

 

238,625

 

204,511

Rent concessions

 

121,828

 

125,445

Deferred Revenue

 

237,378

 

227,809

Total current liabilities

 

2,017,334

 

1,815,627

 

 

 

 

 

Liabilities from Discontinued Operations

 

8,406,569

 

8,392,712

 

 

 

 

 

Total Liabilities

 

10,423,903

 

10,208,339

 

 

 

 

 

Stockholder's equity (deficit)

 

 

 

 

Common stock, $0.001 par value, 250,000,000 shares authorized

 

 

 

 

 60,503,341 shares issued; 45,594,954 and 45,094,954

 

 

 

 

 shares outstanding at October 31, 2019 and July 31, 2019, respectively

 

60,503

 

60,503

Additional paid-in capital

 

17,431,784

 

17,201,784

Accumulated deficit

 

(22,127,937)

 

(21,987,959)

Total stockholders' equity (deficit)

 

(4,635,650)

 

(4,725,672)

 

 

 

 

 

Total Liabilities and Stockholders' Equity (Deficit)

$

5,788,253

$

5,482,667

 

See accompanying notes to consolidated financial statements.


3


 

 

Hammer Fiber Optics Holdings Corp

Consolidated Statements of Operations

 

 

 

For the Quarter Ended

 

 

October 31,

2019

 

October 31,

2018

 

 

Unaudited

 

Unaudited

Revenues

$

698,937

$

-

 

Cost of sales

 

590,220

 

-

Selling, general and administrative expenses

 

230,127

 

-

Depreciation expense

 

14,815

 

-

Total operating expenses

 

835,162

 

-

 

Operating income (loss)

 

(136,225)

 

-

 

Other expenses

 

3,459

 

-

Loss Before Discontinued Operations

 

(139,684)

 

-

 

Income (loss) From Discontinued Operations

 

(294)

 

(513,425)

 

 

 

 

 

Net Income (loss)

$

(139,978)

$

(513,425)

 

 

 

 

 

Weighted average number of common shares outstanding -

 

 

 

 

basic and diluted

 

60,503,341

 

53,031,038

 

Loss per common share - basic and diluted

 

 

 

 

Continuing operations

$

(0.00)

$

(0.00)

Discontinued operations

 

(0.00)

 

(0.01)

 

$

(0.00)

$

(0.01)

 

See accompanying notes to consolidated financial statements.


4


 

 

Hammer Fiber Optics Holdings Corp.

Consolidated Statement of Stockholders' Equity (Deficit)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

Shares

 

Additional

 

 

 

Stockholders'

 

 

Common Stock

 

Treasury Stock

 

to be

 

Paid-in

 

Accumulated

 

Equity

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Issued

 

Capital

 

Deficit

 

(Deficit)

Balance, July 31, 2018

 

60,503,341

$

60,503

 

7,557,179

$

-

$

-

$

14,617,719

$

(14,191,442)

$

486,780

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury shares issued for cash

 

-

 

-

 

(255,700)

 

-

 

176,100

 

8,600

 

-

 

184,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury shares issued for services received

 

-

 

-

 

(110,000)

 

-

 

-

 

49,340

 

-

 

49,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended October 31, 2018

 

-

 

-

 

-

 

-

 

 

 

-

 

(513,425)

 

(513,425)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, October 31, 2018

 

60,503,341

$

60,503

 

7,191,479

$

-

$

176,100

$

14,675,659

$

(14,704,867)

$

207,395

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 31, 2019

 

60,503,341

$

60,503

 

15,408,387

$

-

$

-

$

17,201,784

$

(21,987,959)

$

(4,725,672)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for acquisition

 

-

 

-

 

(500,000)

 

-

 

-

 

230,000

 

-

 

230,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

-

 

-

 

-

 

-

 

-

 

-

 

(139,978)

 

(139,978)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, October 31, 2019

 

60,503,341

$

60,503

 

14,908,387

$

-

$

-

$

17,431,784

$

(22,127,937)

$

(4,635,650)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.


5


 

 

 

Hammer Fiber Optics Holdings Corp

Consolidated Statements of Cash Flows

 

 

 

For the Quarter Ended

 

 

October 31,

 

October 31,

 

 

2019

 

2018

 

 

Unaudited

 

Unaudited

OPERATING ACTIVITIES

 

 

 

 

Net loss

$

(139,978)

$

(513,425)

Loss from discontinued operations

 

294

 

513,425

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

Depreciation expense

 

14,815

 

-

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

(208,728)

 

-

Prepaid expenses

 

14,542

 

-

Accounts payable

 

278,266

 

-

Deferred revenue

 

7,278

 

-

Change in Security Deposits

 

-

 

-

Rent concessions

 

3,617

 

-

Net cash provided by (used in) operating activities- continuing operations

 

(29,894)

 

-

Net cash provided by (used in) operating activities- discontinued operations

 

(294)

 

(186,991)

Net cash provided by (used in) operating activities

 

(30,188)

 

(186,991)

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

Purchase of property and equipment

 

(8,989)

 

-

Purchase of subsidiary equity

 

(6,000)

 

-

Net cash provided by (used in) investing activities

 

(14,989)

 

-

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

Proceeds from loans

 

28,143

 

-

Proceeds from sale of treasury stock

 

-

 

184,700

Net cash provided by (used in) financing activities

 

28,143

 

184,700

 

Net increase (decrease) in cash

 

(17,034)

 

(2,291)

Cash, beginning of period

 

96,605

 

3,441

Cash, end of period

$

79,571

$

1,150

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:

 

 

 

 

Cash paid for interest

$

23,715

 

2,553

Cash paid for taxes

$

1,568

 

5,774


6


 

 

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2019

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Hammer Fiber Optics Holdings Corp. (“the Company”) is a telecommunications company investing in the future of wireless technology. Hammer’s “Everything Wireless” go to market strategy includes the development of high-speed fixed wireless service using its wireless fiber platform, Hammer Wireless® AIR, Mobility, Over-the-Top services such as voice, SMS and video collaboration services, the construction of smart city networks and hosting services including cloud and colocation.

 

NOTE 2 – CORPORATE HISTORY AND BACKGROUND ON MERGER

 

The Company was originally incorporated in the State of Nevada on September 23, 2010, under the name Recursos Montana S.A. The Company’s principal activity was an exploration stage company engaged in the acquisition of mineral properties then owned by the Company.

 

On February 2, 2015, the Company entered into a Share Exchange Agreement with Tanaris Power Holdings, Inc., whereby the Company acquired 100% of Tanaris Power Holdings, Inc. issued and outstanding common stock in exchange for shares of the Company’s common stock equal to 51% of the issued and outstanding common stock of the Company. Tanaris Power Holdings, Inc. was the owner of certain rights in connection with the marketing and sale of smart lithium-ion batteries and battery technologies for various industrial vehicles markets and related applications. On March 6, 2015, the Company amended its Articles of Incorporation to change its name to Tanaris Power Holdings, Inc.

 

On April 25, 2016, Tanaris Power Holdings, Inc., a Nevada corporation entered into s Share Exchange Agreement (the “Share Exchange Agreement”) with Hammer Fiber Optics Investments, Ltd., a Delaware corporation (“HFOI”), and the controlling stockholders of HFOI (the “HFOI Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired 20,000,000 shares of common stock of HFOI from the HFOI shareholders (the “HFOI Shares”) and in exchange, the Company issued to the HFOI Shareholders 50,000,000 (post-Merger) restricted shares of its common stock (the “HMMR Shares”). As a result of the Share Exchange Agreement, HFOI shall become a wholly owned subsidiary of the Company.

 

On April 13, 2016, the Board of Directors (BOD) approved a Plan of Merger (the “Plan of Merger”) under Nevada Revised Statuses (NRS) Section 92A.180 to merge (the “Merger”) with our wholly-owned subsidiary HFO Holdings, a Nevada corporation, to effect a name change from Tanaris Power Holdings Inc. to Hammer Fiber Optics Holdings Corp. The Plan of Merger also provides for a 1 for 1,000 exchange ratio for shareholders of both the Company and the HRO Holdings, which had the effect of a 1 for 1,000 reverse split of the common stock. Articles of Merger were filed with the Secretary of State of Nevada on April 13, 2016 and, on April 14, 2016, this corporate action was submitted to Financial Industry Regulatory Authority (the “FINRA”) for its review and approval.

 

On May 3, 2016, the FINRA approved the merger with the wholly-owned subsidiary, HMMR Fiber Optics Holdings Corp. (“HFO Holdings”). Accordingly, thereafter, the Company’s name was changed and the shares of common stock began trading under new ticker symbol “HMMR” as of May 27, 2016. The merger was effected on July 19, 2016.

 

In 2016 Hammer Fiber Optics Investments Ltd deployed its first beta network in Atlantic County, New Jersey. The network used a spectrum license agreement from Straightpath Communications, LLC. On January 17, 2018 Verizon Communications, LLC purchased Straightpath Communications, LLC and on July14 2018, Verizon terminated the spectrum license agreement effective October 31, 2018 despite communications that it would continue to honor the agreement. On October 31, 2018 the Company ceased operations of the network in Atlantic County and subsequently classified the subsidiary as a discontinued operation.

 

On November 1, 2018, the Company acquired Open Data Centers, LLC, 1stPoint Communications, LLC and its subsidiaries. 1stPoint and its subsidiaries possess CLEC licenses in Florida, New York State, and a nationwide CMRS (Commercial Mobile Radio Services) license. The companies operate data center facilities in Piscataway, New Jersey and Homewood, Alabama. On December 17, 2018, the Company closed the acquisition of Endstream Communications, LLC, a wholesale voice operator in the United States.

 

On September 1, 2019, the Company acquired American Network Inc., which included vendor contracts, CLEC agreements and telephone number assets.


7


 

 

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2019

(Unaudited)

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim financial statements for the fiscal quarter ending October 31, 2019 are unaudited. These financial statements are prepared in accordance with requirements for unaudited interim periods and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management's opinion, all adjustments necessary for a fair presentation of the Company's financial statements are reflected in the interim periods included and are of a normal recurring nature. These interim financial statements should be read in conjunction with the financial statements included in our Form 10-K, for the year ended July 31, 2019, as filed with the Securities and Exchange Commission (“the SEC”) at www.sec.gov

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

 

Cash and cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

 

Property and equipment

 

Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the useful lives of the assets. For furniture and fixtures, the useful life is five years, Leasehold Improvements are depreciated over their respective lease terms. Expenditures for additions and improvements are capitalized. Repairs and maintenance are expensed as incurred.

 

Impairment of long-lived assets

 

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted cash flows to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The Company has not recognized any related impairment losses.

 

Indefinite lived intangible assets

 

The Company reviews property, plant and equipment, inventory component prepayments and certain identifiable intangibles, excluding goodwill, for impairment. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If property, plant and equipment, inventory component prepayments and certain identifiable intangibles are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair value. The Company has not recorded any related impairment losses.

 

The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company has not recorded any related impairment losses.


8


 

 

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2019

(Unaudited)

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue recognition

 

We adopted ASC 606 on August 1, 2018. Revenue is measured based on a consideration specified in a contract or agreement with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Incidental items that are immaterial in the context of the contract are recognized as expense. Unearned revenues are recorded when cash payments are received or due in advance of the performance of the services. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

 

Income taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of October 31, 2019, the Company did not have any amounts recorded pertaining to uncertain tax positions.

 

Fair value measurements

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1 — quoted prices in active markets for identical assets or liabilities

 

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company has no assets or liabilities valued at fair value on a recurring basis.

 

Consolidation of financial statements

 

Hammer Fiber Optics Holdings Corp. is the parent company and sole shareholder of Hammer Wireless Corporation and its subsidiaries, 1stPoint Communications, LLC and its subsidiaries, which includes Shelcomm, Inc, Open Data Centers, LLC and Endstream Communications, LLC. The financial statements for Hammer Fiber Optics Holdings Corp. and its wholly-owned subsidiaries are reported on a consolidated basis. All significant intercompany accounts and transactions have been eliminated.

 

Basic and Diluted Earnings (Loss) Per Share

 

The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. As of October 31, 2019, and July 31, 2019, there were no common stock equivalents outstanding.


9


 

 

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2019

(Unaudited)

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent accounting pronouncements

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) (“ASU 2018-07”). ASU 2018-07 provides for improvements to nonemployee share-based payment accounting by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The awards will be measured at grant date, consistent with accounting for employee share-based payment awards. The measurement date has been redefined as the date at which the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. The requirement to reassess classification of equity- classified awards upon vesting has been eliminated. We do not expect the adoption of this standard to have a material impact on the Company’s financial statements. The Company adopted ASU 2018-07 August 1, 2018.

 

In February 2016, FASB issued ASU No. 2016-02, Accounting Standards Update No. 2016-02, Leases (Topic 842). ASU 2016-02 provides for improvements for accounting guidance related to leasing treatments on financial statements as a response to user input. The update maintains two classifications of leases, Financial lease and Operating leases. The Update is effective for fiscal years beginning after December 15, 2018. The company has not yet adopted this standard but there may be impact to the presentation of the Company’s financial statements during the period of adoption.

 

NOTE 4 – DISCONTINUED OPERATIONS

 

Hammer Fiber Optics Investment Ltd ceased operations in the Atlantic County geographical market on October 31, 2018 when Verizon Communications, LLC terminated the spectrum lease agreement. The operations of Hammer Fiber Optics Investments, Ltd were classified as a discontinued operation. Reporting of the discontinued operation is in accordance with Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.

 

NOTE 5 – COMMITMENTS AND LEASES

 

Open Data Centers, LLC is committed to long term operating leases for its facility in Piscataway, New Jersey. There are five more years remaining on the lease with two (2) four (4) year extensions.

 

The future minimum lease payments are provided below:

 

 

Amount

For the fiscal year ended July 31, 2020

376,230.72

For the fiscal year ended July 31, 2021

387,517.68

For the fiscal year ended July 31, 2022

399,143.16

For the fiscal year ended July 31, 2023

411,117.48

For the fiscal year ended July 31, 2024

423,450.96

 

NOTE 6 – GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has consistently sustained losses since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The Company’s continuation as a going concern is dependent upon, among other things, its ability to increase revenues, adequately control operating expenses and receive debt and/or equity capital from third parties. No assurance can be given that the Company will be successful in these efforts.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company intends to continue to address this condition by seeking to raise additional capital through the issuance of debt and/or the sale of equity until such time that ongoing revenues can sustain the business, at which time capitalization may be considered through other means.


10


 

 

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2019

(Unaudited)

 

NOTE 7 – PROPERTY AND EQUIPMENT

 

As of October 31, 2019, property and equipment consisted of the following:

 

 

 

Amount

 

Life

Computer and telecommunication equipment

$

128,861

 

3 years

Building and structures

 

80,527

 

3 years

Sub-total

 

209,388

 

 

 

 

 

 

 

Total

$

209,388

 

 

 

NOTE 8 – INDEFINITE LIVED INTANGIBLE ASSETS

 

The Company has $3,144,624 of recognized indefinite lived intangible assets, which consist of customer contract assets from acquisitions and goodwill. These assets are not amortized and are evaluated routinely for potential impairment. If a determination is made that the intangible asset is impaired after performing the initial qualitative assessment, the asset’s fair value will be calculated and compared with the carrying value to determine whether an impairment loss should be recognized.

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

During the fiscal year ended July 31, 2016, the Company entered into two promissory notes with a related party for an aggregate amount of $2,400,000 and $1,000,000, respectively. The $2,400,000 note matured on January 4, 2019. The terms consist of ten principal and interest payments due quarterly in the amount of $300,000 for total payments of $3,000,000. The Company is currently in default on this loan. To date, the Company has made payments on this note amounting to $725,831. The payments were applied to interest accrued as of the time of payment as well as to principal. The principal balance was $2,294,067 at July 31, 2019 and 2018. The interest accrued was $219,434 at July 31, 2019.

 

The $1,000,000 note matured on June 9, 2018 at which time the principal became due in its entirety, in addition to simple interest accrued at 3%. The company is currently in default on this loan.

 

As of October 31, 2019, all of the related party payables are reported as current liabilities in the Consolidated Balance Sheet.

 

NOTE 10 – STOCKHOLDERS’ EQUITY

 

Treasury Stock

 

In July 2016, certain shareholders of the Company contributed 9,291,670 restricted shares of their common stock to the Company’s wholly-owned subsidiary, Hammer Wireless Corporation (“Treasury Shares”), for the purpose of effecting acquisitions, joint ventures or other business combinations with third parties. According to ASC 810-10-45 Consolidations, these shares are accounted for as treasury stock.

 

On January 4, 2019 the Company repurchased 13,000,000 shares of restricted Common Stock from substantial related-party shareholders. The shares of common stock were repurchased by the Company at $0.0001 per share. The repurchased shares were added to the Treasury stock of the Company and intend to be used for the purposes of effecting mergers, acquisitions, joint ventures, contractual relations and may be issued to investors under private placement agreements.

 

On September 1, 2019, the Company acquired American Network, Inc., which included vendor contracts, CLEC agreements and telephone number assets in exchange for 500,000 of treasury stock.

 

As a result of these transactions, the Company has a balance of 14,908,387 treasury shares as of October 31, 2019.

 

NOTE 11 – FOREIGN CURRENCY

 

We transact business in various foreign currencies including the Euro and the Leone. In general, the functional currency of a foreign operation is the local country’s currency. Consequently, revenues and expenses of operations outside the United States are translated into USD Dollars using the weighted-average exchange rates on the period end date and assets and liabilities of operations outside the United States are translated into US Dollars using the change rate on the balance sheet dates. The effects of foreign currency translation adjustments are included in the stockholders’ equity as a component of the AOCL in the accompanying financial statements.


11


 

 

HAMMER FIBER OPTICS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2019

(Unaudited)

 

NOTE 12 – ACQUISITIONS

 

On September 1, 2019, the Company acquired American Network Inc., which included vendor contracts, CLEC agreements and telephone number assets. The acquisition was recorded at the fair market value of the shares of $230,000. The purchase price was allocated to intangible assets.

 

NOTE 13 – SUBSEQUENT EVENTS

 

On October 8, 2019, the Company completed an Equity Purchase Agreement with Peak One Opportunity Fund (“Peak One”) and Peak One Investments, LLC (“Peak One Investments) giving the Company the option to sell up to $10,000,000 worth of our common stock to Peak One (the “Maximum Commitment Amount”), in increments, over the period ending twenty-four (24) months after the date the Registration Statement is deemed effective by the SEC (the “Commitment Period”). Additionally, the Company is required to issue Commitment Fees of 175,000 Shares each to Peak One and Peak One Investments.

 

The Company also have an October 8, 2019 Registration Rights Agreement with Peak One requiring us to file an S-1 Registration Statement providing for the registration of 13,350,000 Shares that result from our selling to Peak One an indeterminate number of shares up to an aggregate purchase price of $10,000,000 and the subsequent resale by Peak One of such shares. This S-1 has not yet been filed.


12


 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

 

The following Management's Discussion and Analysis should be read in conjunction with Hammer Fiber Optics Holdings Corp., financial statements and the related notes thereto. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report on Form 10-Q.

 

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to our condensed consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K/A for the year ended July 31, 2019, filed with the SEC on November 14, 2019.

 

Results of Operations

 

Three Months Ended October 31, 2019 Compared to the Three Months Ended October 31, 2018

 

Net revenues for the three months ended October 31, 2019 and October 31, 2018 were $698,937 and $47,232, respectively, and increase of 1,480%. The increase was primarily due to the acquisitions of Endstream Communications, Open Data Centers, 1stPoint Communications and its subsidiaries.

 

As of November 1, 2019 Endstream Communications has exited the Toll Free Termination business and is repositioning itself to provide voice termination services in Hammer’s markets in the Caribbean (including St. Vincent, Dominica, Jamaica, Barbados) as well as its direct routes to Guyana and Bermuda and Africa (including Nigeria and Keyna).

 

During the three months ended October 31, 2019, the Company incurred total operating expenses of $835,162 compared with $464,680, an increase of 180%, for the comparable period ended October 31, 2018. The change in expenses was to due to the discontinuation of the operations of the Hammer Fiber Optics Investments, Ltd subsidiary in the Atlantic City, NJ market and the addition of operations of Endstream Communications, 1stPoint Communications and Open Data Centers. Additionally, there was an increase in expenses due to the operations of the Hammer Wireless –SL subsidiary in Sierra Leone as the Company implemented its first wireless network in Freetown, the capital city.

 

The Company recorded depreciation and amortization expense of $14,815 and $263,397 during the three months ended October 31, 2019 and October 31, 2018, respectively. The decrease was the result of the discontinuation of the operations of the Hammer Fiber Optics Investments Ltd subsidiary in the Atlantic City, NJ market.

 

During the three months ended October 31, 2019 and October 31, 2018, interest expense was $4,019 and $95,977, respectively. The increase is attributable to the discontinuation of the operations of the Hammer Fiber Optics Investments Ltd subsidiary in the Atlantic City, NJ market.

 

Liquidity and Capital Resources

 

The Company is at risk of remaining a going concern. Its ability to remain a going concern is dependent upon whether the company can raise debt and/or equity capital from third-party sources for both working capital and business development needs until such time as the Company may be substantially sustained as a going concern through cash flow from operations or the Company increases its cash flow from operations through sale of services in the newly announced markets of Dominica, Jamaica and Sierra Leone as well as increases in sales from the existing business units of 1stPoint Communications, Endstream Communications and Open Data Center

 

Cash Flow from Operating Activities

 

During the three months ended October 31, 2019, the Company decreased cash for operating activities by $30,188, compared to $186,991 in cash used for operating activities during the comparable 2018 period.


13


 

 

Cash Flow from Investing Activities

 

During the three months ended October 31, 2018, the Company’s investing activities used $14,989, compared to no cash consumed for the three months ended October 31, 2017. The increase was primarily due to the activities of 1stPoint Communications, which was acquired on November 1, 2018.

 

Cash Flow from Financing Activities

 

During the three months ended October 31, 2019, the Company netted $28,143 in cash from financing activities compared with $184,700 during the three months ended October 31, 2018. The change in investing activities is due to a reduction in treasury stock sold to third parties.

 

Going Concern

 

As at October 31, 2019, doubt existed as to the Company’s ability to continue as a going concern as the Company has no certainty of earning additional revenues in the future, has a working capital deficit and an overall accumulated deficit since inception. The Company will require additional financing to continue operations either from management, existing shareholders, or new shareholders through equity financing and/or sources of debt financing. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Future Financings

 

We will continue to rely on equity sales of our common shares in order to continue to fund business operations. Issuances of additional shares may result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing in amounts sufficient to fund our operations and other development activities.

 

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Critical Accounting Policies

 

Our financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States, applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented new accounting pronouncements that are relevant to the company and are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4. CONTROLS AND PROCEDURES 

 

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer to allow for timely decisions regarding required disclosure.


14


 

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibilities, estimates, and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2019. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Our management has concluded that, as of October 31, 2019, our internal control over financial reporting was not effective.

 

Inherent Limitations on Effectiveness of Controls

 

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

Effective November 1, 2018 the management and accounting resources of the 1stPoint subsidiary assumed responsibility of our internal controls. The Company views this migration to have a positive material impact on our ability to maintain internal controls over financial reporting as 1stPoint has a separation in banking, day-to-day accounting and financial reporting responsibilities.


15


 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS 

 

From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of its business. Although the Company cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and legal advice and may be adjusted from time to time according to developments.

 

The following two amounts were accelerated pursuant to the terms and conditions of the agreements with the supplier:

 

Crown Castle Fiber FKA Lightower

$1,544,621

Zayo Group, LLC

$2,561,370

 

These agreements are not secured.

 

The following three parties have filed claims against Hammer Fiber Optics Investments Ltd and are not secured:

 

Calvi Electric

$9,209.69

Horizon Blue Cross

$17,308.58

Bank of America

$20,075.83

Cross River Fiber

$273,220.76

 

ITEM 1A. RISK FACTORS 

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 

 

On January 9, 2019 the Company repurchased 13,000,000 shares of our common stock for an aggregate of $1,300 at a weighted-average price per share of $0.0001 from two substantial related-party shares. The terms and conditions of this repurchase are outlined in Note 10 Stockholders Equity in the Footnotes to the condensed consolidated Financial Statements.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES 

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES 

 

N/A.

 

ITEM 5. OTHER INFORMATION 

 

Please refer to our Current Reports on Form 8-K filed since August 19, 2016, which are incorporated by reference herein.


16


 

 

ITEM 6. EXHIBITS 

 

Exhibit

 

 

Number

Description of Exhibit

 

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

32.02

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*

XBRL Instance Document

Filed herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.

 

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 


17


 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

HAMMER FIBER OPTICS HOLDINGS CORP.

 

 

Date: December 23, 2019

/s/ Erik B. Levitt

 

Erik B. Levitt

 

Principal Executive Officer

 

 

Date: December 23, 2019

/s/ Michael Cothill

 

Michael Cothill

 

Chairman and Principal Financial Officer

 

 

Date: December 23, 2019

/s/ Mark Stogdill

 

Mark Stogdill

 

Director

 

 

Date: December 23, 2019

/s/ Michael Sevell

 

Michael Sevell

 

Director


18

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